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Exhibit
10.49
SECOND AMENDMENT TO
MICHAEL FOODS INVESTORS, LLC
SECURITYHOLDERS
AGREEMENT
This SECOND AMENDMENT TO
MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this
“ Amendment ”) is entered into and made
effective as of this April 9, 2008, by and among Michael Foods
Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited
liability company (the “ Company ”), and the
holders of (i) a majority of the outstanding Class A
Units of the Company, and (ii) the holders of a majority of
the Employee Securities. Capitalized terms used herein which are
not otherwise defined herein shall have the meanings given to such
terms in the Securityholders Agreement dated as of
November 20, 2003 entered into by the Company, the undersigned
and the other parties thereto, as amended by that certain First
Amendment to Michael Foods Investors, LLC Securityholders Agreement
dated as of April 2, 2007 (the “ Securityholders
Agreement ”).
WHEREAS, the Company has
established a new class of units of the Company designated as Class
E Units;
WHEREAS, concurrently
herewith the Company is issuing Class E Units of the Company to
Thomas J. Jagiela and admitting Mr. Jagiela as a Member of the
Company; and
WHEREAS, the parties hereto
wish to amend the Securityholders Agreement as set forth
herein.
NOW, THEREFORE, in
consideration of the mutual promises made herein and other good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties hereto, intending to be legally
bound, hereby covenant and agree as follows:
1. Definitions
.
1.1. Section 8.1
of the Securityholders Agreement is hereby amended by adding the
following definition in the appropriate alphabetical
order:
“ Class E Units
” has the meaning set forth in the LLC Agreement.
1.2. Section 8.1
of the Securityholders Agreement is hereby amended by deleting
clause (a) of the definition of “ Employee
Securities ” and replacing it with the
following:
“(a) the Preferred
Units, Class A Units, Class B Units, Class C Units, Class D
Units and the Class E Units acquired on or after November 20,
2003 under the Management Subscription
Agreements.”
1.3. Section 8.1
of the Securityholders Agreement is hereby amended by deleting the
definition of “ Units ” in its entirety and
replacing it with the following:
“Units” means the
Company’s Class A Units, Class B Units, Class C Units,
Class D Units or Class E Units.”
2. Miscellaneous
.
2.1. Complete
Agreement . Unless another agreement is expressly referenced,
this Amendment and the Securityholders Agreement embody the
complete agreement and understanding among the parties hereto with
respect to the subject matter hereof, and terminate, supersede, and
preempt any prior understandings, agreements, or representations by
or among the parties, written or oral, which ma
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